Existing Account KVH Account No.: Complete the Subscriber Information section below and sections 3-14 as required, and any other sections that require update.
Billing Information (the addressee and address that will appear on invoices)
Same as: Subscriber Contact
Addressee First/Given Name:
Addressee Last/Surname/Family Name:
Addressee Email:
Address:
City: Postal/Zip Code:
State/Province/Territory: Country:
Subscriber Information
Subscribing Company Name: (if applicable)
Address:
City: State/Province/Territory:
Postal/Zip Code: Country:
Subscriber Contact
Contact First/Given Name:Contact Last/Surname/
Family Name:
Company Name: (if applicable)
Email:
Address:
City: State/Province/Territory:
Postal/Zip Code: Phone No.:
Role: (if applicable)
Job Title: (if applicable)
Also Designated as: Billing Point of Contact Invoice Recipient (to receive invoices via email)
Payment Method
Credit Card (Cards Accepted: Mastercard, Visa, American Express, Discover)
Primary Credit Card No.: Exp. Date:
Secondary Credit Card No.: Exp. Date:
Commercial Account Terms
Use Existing Commercial Account Request Credit Terms (Subject to credit check; allow 72 hours to process. Download Customer Credit Application)
Authorized as: Authorized Representative Billing Point of Contact Invoice Recipient (to receive invoices via email)
Contact First/Given Name:Contact Last/Surname/
Family Name:
Company Name: (if applicable)
Email: Phone No.:
State/Province/Territory: Country:
Role: Job Title:
Contact 2:
Authorized as: Authorized Representative Billing Point of Contact Invoice Recipient (to receive invoices via email)
Contact First/Given Name:Contact Last/Surname/
Family Name:
Company Name: (if applicable)
Email: Phone No.:
State/Province/Territory: Country:
Role: Job Title:
Contact 3:
Authorized as: Authorized Representative Billing Point of Contact Invoice Recipient (to receive invoices via email)
Contact First/Given Name:Contact Last/Surname/
Family Name:
Company Name: (if applicable)
Email: Phone No.:
State/Province/Territory: Country:
Role: Job Title:
Contact 4:
Authorized as: Authorized Representative Billing Point of Contact Invoice Recipient (to receive invoices via email)
Contact First/Given Name:Contact Last/Surname/
Family Name:
Company Name: (if applicable)
Email: Phone No.:
State/Province/Territory: Country:
Role: Job Title:
Authorized Representatives PermissionsAuthorized Representatives listed on this form have full right, power, and authority to act on the Subscriber’s behalf with respect to the account, including permission to receive, view, and access all account and usage-related information, and make changes to the account but not appoint additional Authorized Representatives. For details, visit www.kvh.com/accountpermissions. To add additional or change existing Authorized Representatives, submit the Account Administration Form.
HTS-Metered Standard Rate Plans All plans feature: data + 1 phone line, and data rates as fast as 5 Mbps/2 Mbps (down/up)
PLAN $/MONTH MB/MONTH $/MB OVER PLAN
HTS-M200 $99 200 $0.99
HTS-M1000 $499 1,000 $0.69
HTS-M2000 $999 2,000 $0.49
HTS-M5000 $1,999 5,000 $0.39
Installer Information (select one and fill in associated form fields)
KVH Authorized Dealer/Distributor
Contact First/Given Name:Contact Last/Surname/
Family Name:
Company Name: Company Phone No.:
State/Province/Territory: Country:
At Factory (by vessel/vehicle manufacturer)
Manufacturer:
Self
Prior Owner
4. Installation Contacts (continued)
7. Background Data Management Selection Background Data Restricted KVH RECOMMENDED
All data protocols are permitted, but bulk transfer (e.g., software or anti-virus updates) and network storage (e.g., syncing with Apple iCloud,® Google Drive™, Dropbox, etc.) activities are restricted to a “trickle” channel to support necessary functions while minimizing unintended background data use.
Background Data Allowed
All data protocols are permitted at the maximum network speeds available, including bulk transfer (e.g., software or anti-virus updates) and network storage (e.g., syncing with Apple iCloud,Google Drive, DropBox, etc.), which could result in unintended data use by device background activities that users have not disabled while onboard.
KVH mini-VSAT Broadband Airtime Activation Service Order & Product Registration TracPhone V3hts
®
All prices are in $USD and do not include any taxes or fees that may apply. See all Terms and Conditions.
PRODUCT ANTENNA SERIAL NUMBER ICM SERIAL NUMBER 1-YEAR 2-YEARS 3-YEARS
TracPhone V3hts/V3ip $1,135 $2,270 $3,405
TracPhone V7hts/V7ip $2,400 $4,800 $7,200
TracPhone V11hts/V11ip $5,000 $10,000 $15,000
PRODUCT ANTENNA SERIAL NUMBER SIM CARD NUMBER 1-YEAR 2-YEARS 3-YEARS
TracPhone LTE-1 $56 $112 $168
TracPhone Fleet One $335 $670 $1,005
TracPhone FB $500 $1,000 $1,500
TracPhone FB250 $865 $1,730 $2,595
TracPhone FB500 $1,335 $2,670 $4,005
Third Party Equipment Sold by KVH ONE-TIME FEE
PRODUCT ANTENNA SERIAL NUMBER ADDITIONAL ID NUMBER 1-YEAR 2-YEARS 3-YEARS
Scan or copy proof of purchase for Integrated Solution Products and submit with this order (e.g., copy of purchase receipt, order acknowledgment, etc., required)
Terms
11b. Select optional Extended Warranty Coverage for your product*
1-YEAR 2-YEARS 3-YEARS
TracPhone V3hts $1,135 $2,270 $3,405
11a. Select your KVH OneCare Technical Assistance Package STANDARD PACKAGE PREMIUM PACKAGE GLOBAL PACKAGE
$/Month: $19
(automatically enrolled) $49 $99
(highly recommended for superyachts) (covers $10,000 USD per service event or $25,000 USD annually for technician, shipping, crane, etc.)
* Prices shown reflect a 20% discount off the standard Extended Warranty prices for subscribers who purchase extended warranty coverage at activation or within the first 30 days of their subscription.
KVH mini-VSAT Broadband Airtime Activation Service Order & Product Registration TracPhone V3hts
®
All prices are in $USD and do not include any taxes or fees that may apply. See all Terms and Conditions.
12. Terms of Services & FeesBrazil Station Operating Permit Fees Back to Brazil Operating Details
• KVH must secure a license from ANATEL on behalf of each Subscriber operating a vessel in Brazil territorial waters. The license application process includes the payment of two fees by KVH, one for the Annotation of Technical Responsibility (ART) (currently in an amount of approximately BRL 70) and another for the Installation Inspection Fee (currently in the amount of BRL 3,352.00). Subscriber will reimburse the amounts paid by KVH in equivalent USD, which will be included in the invoice(s) that follow ANATEL’s licensing. Assuming prompt completion of the Installation Inspection, the issuance of the license by ANATEL is expected to occur approximately 30 days following Subscriber’s delivery of this Service Order to KVH, duly completed and executed by the Subscriber.
Airtime Rate Plan Terms Back to Airtime Rate Plan Selection
General
• $100 activation fee applies. • All mini-VSAT Broadband airtime rate plans include Enhanced Voice Service. See
Enhanced mini-VSAT Broadband Voice Service Terms.• Solely with respect to Subscriber-owned terminal equipment, the contract term shall be
month-to-month, automatically renewing on a monthly basis.
• For leased terminal equipment, the contract term must be concurrent with, and extend to the end of the lease period.
• mini-VSAT Broadband published data rates are rate plan maximums and may vary in different regions and under different conditions.
• Subscribers are not permitted to use the mini-VSAT Broadband service for BitTorrent and all such protocols will be blocked by KVH.
Suspension and Plan Change Policies• $100 fee applies for each downward plan change, if permitted, except during the
first 90 days of the initial contract to allow subscriber to determine the plan most appropriate for their usage needs.
• Suspension is available in 1-month increments with no minimum or maximum limit.• During suspension periods, TracPhone system is on the VoIP-only Suspension Plan.
Enhanced Voice Service remains active.• $49/month VoIP-only Suspension Plan fee applies.• During suspension periods, KVH OneCare Technical Assistance Package, VoIP line,
CommBox, and Static IP (if applicable) charges remain in effect.• For available plan changes and complete details, refer to the “Airtime Rate Plan
Enhanced mini-VSAT Broadband Voice Service Terms Back to mini-VSAT Broadband Voice Lines
• Both incoming and outgoing calls and faxes are charged at $0.49/minute. A few select countries and satellite phone services are blocked. Contact KVH Airtime Services for special rates for these areas/services.
• User specified and virtual local phone numbers are subject to availability and in-country regulations.
Optional Hardware & Services Terms Back to Optional Hardware & Services
Iridium Backup Plan Terms
• $100 activation fee applies.• Available as backup to mini-VSAT Broadband service only. Subscription term matches
term of mini-VSAT Broadband service contract. • Calls to other satellite networks are $9.99/minute.• Incoming calls are not charged to the vessel.• In order to operate within Russia, Iridium devices must be registered with Iridium’s
Russian affiliate (Iridium Communications OOO). Users may register their Iridium SIM card at www.iridium-russia.com.
CommBox Service Terms
• For the first vessel in a customer’s fleet, or for an individual vessel, $200 of the CommBox initial setup fee will be billed on the first Airtime Services monthly invoice, and the balance will be billed by Application Engineering after setup.
• CommBox functionality shall be enabled within seven (7) days from activation date.
Extended Warranty Terms Back to Extended Warranty
• Terms of KVH’s OneCare 2-Year/2-Year Limited Warranty Statement with Extended Warranty Option apply.
• Extended Warranty pricing is valid for 30 days from date of Activation. For additional pricing, see the KVH OneCare Global Extended Warranty Price List.
Note: If this field is left blank, activation, service, and billing will commence upon processing. Allow UP TO two business days for order processing.
Promotion Code: (if applicable)
Customer Code: (if applicable)
Pre-activation Date: (for KVH use only) Initials:
Term of Contract
Purchased Hardware: month-to-month
Leased Hardware: months:
Term of the Airtime Contract must be concurrent with, and extend to, the end of the lease period.
Airtime Rate Plan Terms
Airtime Rate Plan Terms
Account Status
NEW ACCOUNTS ONLY; must be completed by Subscriber Contact on Page 1
Accept DenyIn the course of providing Airtime Services to you, KVH Industries, Inc., its family of companies (“KVH”), and its processors (service providers used for the provision of your service as set forth in the Master Services Agreement) will obtain certain usage-related information about the quantity and type of the telecommunication services that you use and the manner of your use, which is referred to as customer proprietary network information or CPNI. CPNI relates to the type, quantity, destination, browsing history, technical configuration, location, and amount of use of the telecommunications and interconnected VoIP services you purchase from us, as well as related billing information. KVH does not sell, trade or share your CPNI with anyone outside of KVH and its processors, unless required by law. By checking “Accept,” you agree that KVH and its processors may use your CPNI and contact you to offer you services that are similar to or different from the services you currently purchase from us and may better meet all of your communications and content delivery needs, such as a discount or a promotion on another service. At any time, you may change or withdraw your approval for KVH or its processors to use your CPNI by sending an email to us at [email protected]. Denying KVH or its processor’s use of your CPNI will not affect the provision of any services we provide to you. For additional information see our Privacy Policy.
ALL ACCOUNTS
Stay in Touch: Updates, Alerts, and Exclusive OffersAs a KVH customer, you are eligible to receive communications from KVH Industries, Inc., its family of companies (“KVH”) and its business partners about future enhancements to your product, exclusive customer offers, cybersecurity and data management tips, new options and products that complement your KVH system, invitations to customer and industry events and training, and more!
Communications are delivered in multiple ways. You agree to be contacted by:
Accept All Email Postal Mail Telephone DeclinePlease know we respect your privacy, communications are occasional, and we make every attempt to tailor our communications to fit your interests and needs. You can change your mind at any time by emailing KVH at [email protected] or clicking on unsubscribe on any email you receive. For additional information, see our Privacy Policy. If you decline to receive these communications, KVH will still send you technical and operational notices regarding your product and services.
Subscriber Information
Name: (print)
Fax/email this completed order, including the attached KVH Master Services Agreement and any other orders required for the purchase of optional services or plans, to the KVH
As Authorized Representative (for existing accounts only)
On behalf of Subscriber, e.g., as management company (KVH may require authorizing documentation)
Your signature indicates that you have read, understand, and accept the terms and conditions of the attached KVH Master Services Agreement (the “Agreement”), and that you have full right, power, and proper authority to either (i) enter into the Agreement as Subscriber, or (ii) act for and enter into the Agreement on behalf of Subscriber with respect to Subscriber’s rights and obligations under the Agreement.
KVH relies on the EU-U.S. Privacy Shield to transfer personal data outside of the EU to the United States and on other applicable data transfer agreements with respect to other jurisdictions. All personal data will be processed in accordance with the terms of the Master Services Agreement and KVH Privacy Policy, which is published and available at www.kvh.com/privacy.
KVH Master Services AgreementEffective 21 January 2020
INTRODUCTION1. Introduction.
This Master Services Agreement (“Agreement”), whether electronic or on paper, is a contract between a subscriber (“Subscriber”) and KVH Industries, Inc., including any of its wholly owned subsidiaries (“KVH”). This Agreement applies to all services identifi ed in this Agreement and made available to Subscriber by KVH (“Services”).
2. Defi nitions.In this Agreement, capitalized terms have the meanings given to them when they are fi rst used or the meanings given to them in this Section 2 (Defi nitions). “Anonymized Data” includes information constituting or descriptive of demographic information, operational data, location, position, movements, habits, usage patterns, preferences, survey data, transmitted or received Content, or other descriptive or related data that does not include the identity of any Subscriber, Subscriber equipment, vessel, or particular user of the Services. “AgilePlans” means a package of Services that are made available by KVH on a month-to-month basis pursuant to a monthly subscription fee and include the Services identifi ed on an AgilePlans by KVH Service Order, the Terminal Equipment identifi ed on an AgilePlans by KVH Service Order, and the KVH OneCare Global Technical Assistance service.“CommBox” means a CommBox network management solution used on a vessel and potentially also at an onshore location to improve network performance and control. A CommBox solution includes CommBox standard software (“CommBox Software”) and can also include additional software modules for additional functionality (“Add-on Software Modules”).“Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data, or as defi ned under applicable law. KVH operates as a Data Controller with respect to the Personal Data it collects and uses. For a list of KVH entities, please visit www.kvh.com/About-Us/Contact-Us.aspx. “KVH Link Service” means a package of Services that are made available by KVH, including any of the following: programming, news, weather, training and educational information, charts, and video supplied by KVH and its Service Providers.“KVH mini-VSAT Broadband TracPhone Product Integrated Solution” means the KVH mini-VSAT Broadband TracPhone V/V-IP/V-HTS terminal installed with any of the following: Any other KVH TracPhone antenna system, KVH TracVision marine satellite television antenna system, or third-party equipment sold by KVH. A KVH mini-VSAT Broadband TracPhone V/V-IP/V-HTS terminal installed with an IP-MobileCast Media Server and with no other KVH or third-party equipment sold by KVH does not constitute a KVH mini-VSAT Broadband TracPhone Product Integrated Solution.“Personal Data” means any information regarding an identifi ed or identifi able natural person, or as defi ned under applicable law. “Service Order” means each KVH form, whether electronic or on paper, that Subscriber completes, executes and submits to KVH, either directly or electronically through www.myKVH.com (the “myKVH Site”) to order or modify Services from KVH. For the avoidance of doubt, an Activation Form is a Service Order for new Service(s). The AgilePlans by KVH Service Order is also a Service Order for new Services. “Service Provider” means any third-party provider of networks, communications services, equipment installation or support services authorized by KVH to provide the Services, including satellite and gateway services, and terrestrial and LTE networks, and includes the affi liates, resellers, channel partners and agents of KVH and such third parties authorized by KVH.“Terminal Equipment” means a two-way satellite or LTE antenna and/or other associated terminal equipment (potentially including, but not limited to, servers, terminals, set top boxes, fi rewalls, modems or the CommBox), that is type-approved by KVH for use with any of the Airtime Services.
3. Binding Agreement.By purchasing Services from KVH, Subscriber agrees to abide by the terms and conditions of (i) this Agreement, (ii) the terms of each Service Order, and (iii) applicable pricing plan, rate sheets and policies associated with the particular Services selected by Subscriber on each Service Order (the “Subscriber Policies”) (for purposes of this Agreement, the terms and conditions of each Service Order and the Subscriber Policies shall be included in the defi nition of “Agreement”). The Subscriber Policies shall be published and made available by KVH to Subscriber at www.kvh.com/mvbcustomercenter. KVH shall not be bound by Subscriber’s terms and conditions in Subscriber’s purchase order with Service Providers or elsewhere.
4. Services Description.Most of the Services made available by KVH to Subscriber involve two broad categories: “Airtime Services” and “OneCare Technical Assistance Services” described in Section 4(a) and 4(b) below. OneCare Technical Assistance Services may be supplemented with additional non-subscription support services known as OneCare Professional Services which are described in Section 4(c) below.(a) KVH’s Airtime Service(s). KVH’s Airtime Service(s) consist of any form of communications or
data transmission, management, display, or storage service and the substance of that service (“Content”), such as Internet access, voice, data, software, facsimile, programming, news, weather, training and educational information, vessel operational, location and/or position data, and video supplied by KVH and its Service Providers. An Airtime Service may also consist of a Voice over Internet Protocol (“VoIP”) service supplied by KVH (“VoIP Service”), but excludes VoIP services provided by third parties, which are prohibited by the terms of this Agreement. KVH may supply Airtime Services to Subscribers using networks, services and communications Content of various Service Provider(s).KVH’s picocell cellular service, which is made available through a Service Provider under a separate contract is not a part of an Airtime Service.
(b) KVH’s OneCare Technical Assistance Services. KVH’s OneCare Technical Assistance Services include (i) “Operational Services,” which are discussed in Section 74 below, and (ii) three levels of subscription-based technical and operational support services: (1) “Standard Technical Assistance,” (2) “Premium Technical Assistance” and (3) “Global Technical Assistance.” (1) Required Services for Covered Terminal Equipment.
(i) KVH requires that Subscribers of Airtime Services (except Subscribers receiving Airtime Services as a part of KVH’s AgilePlans Service) purchase one of the three
levels of subscription-based OneCare Technical Assistance Services for each KVH mini-VSAT Broadband TracPhone V/V-IP/V-HTS terminal and for each KVH mini-VSAT Broadband TracPhone Product Integrated Solution.
(ii) Subscribers of KVH’s AgilePlans Service receive KVH’s OneCare Global Technical Assistance as a part of the Agile Plans Service at no additional cost.
(2) Standard Technical Assistance. Airtime Service Subscribers that have stand-alone KVH mini-VSAT Broadband TracPhone V/V-IP/V-HTS terminals are eligible to subscribe to any level of OneCare Technical Assistance Service and are required, at a minimum, to subscribe to Standard Technical Assistance. The Operational Support provided by Standard Technical Assistance covers only the KVH mini-VSAT Broadband TracPhone V/V-IP/V-HTS terminal, its embedded software, and any IP-MobileCast Media Server that may be installed by KVH with the terminal (“Covered Terminal Equipment”).
(3) Premium and Global Technical Assistance. Airtime Service Subscribers that have a KVH mini-VSAT Broadband TracPhone Product Integrated Solution are required to subscribe to either Premium or Global Technical Assistance. Premium and Global Technical Assistance provides support for the mini-VSAT Broadband TracPhone Product Integrated Solution and any third-party equipment sold to Subscriber by KVH and included as part of the integrated solution (also included within the defi nition of “Covered Terminal Equipment”). Global Technical Assistance also provides Remote Port Repair Coverage.
(c) Additional Support Services. OneCare Technical Assistance Services may be supplemented with additional non-subscription support services, including OneCare Application Engineering, OneCare Solution Deployment, and OneCare Preventative Maintenance (collectively, “OneCare Professional Services”). The OneCare Professional Services are not automatically included in the OneCare Technical Assistance Services and are governed solely by KVH’s Professional Services Terms and Conditions, which can be found at KVH’s website (www.kvh.com/professionaltermsandconditions) and not by this Agreement.
(d) CommBox Support. Users of CommBox are required to have a subscription to the CommBox Software Maintenance and Support service (“CommBox Support”).
Subscriber represents to KVH that: (a) Subscriber or the person executing this Agreement or Service Order on behalf of Subscriber is of legal age, is fully competent and has the power and authority to enter into and perform Subscriber’s obligations under this Agreement; (b) if Subscriber is an entity, the person executing this Agreement or Service Order is authorized by Subscriber to do so; (c) Subscriber will comply with all terms and conditions of this Agreement, the terms of each Service Order and Subscriber Policies; (d) all information provided by Subscriber to KVH on each Service Order, on the myKVH Site or elsewhere is truthful, accurate and complete; and (e) Subscriber will notify KVH promptly of any changes in such information.
6. Credit Approval and Security Deposit.(a) Credit Approval. All accounts are subject to credit approval. In addition to information supplied
by Subscriber, Subscriber hereby consents to KVH obtaining Subscriber credit information from trade references and credit reporting agencies, and such other sources as KVH deems necessary or appropriate.
(b) Security Deposit. Based on this information and other factors KVH deems relevant to Subscriber’s creditworthiness, including without limitation Subscriber’s payment history and/or usage patterns, KVH may require Subscriber to make a security deposit or other form of payment guarantee. Such deposit shall be subject to increase or decrease as KVH deems necessary (including based upon unusual or excessive usage) and shall not accrue interest unless required by law. Such deposit is not a credit against any payment obligations. KVH will refund Subscriber’s deposit upon termination of a Service Order(s) or this Agreement, as applicable.
(c) No Waiver. Subscriber may receive Services prior to completion of a credit review or security deposit request. In providing Services, KVH does not waive its right to demand a security deposit or complete a credit review. KVH reserves its right to suspend or discontinue Services should Subscriber not timely satisfy KVH’s security deposit demand.
7. Operation of Subscriber Account.(a) Account Registration. Subscriber must initiate its account by registering on the myKVH Site,
including providing all information required by the registration process, and by completing the registration, including Subscriber’s acknowledgement and consent to the terms of this Agreement, through the associated Service Order execution process. Subscriber, or its Authorized Representative(s), can then order Services from KVH by completing Service Orders associated with its account and, with respect to Service Orders completed electronically on the myKVH Site, by executing those Service Orders through the associated electronic signature process.
(b) Obligation to Notify of Changes in Account Information. Subscriber is solely responsible for keeping Subscriber’s account information with KVH up to date. Subscriber’s failure to promptly provide KVH with accurate, complete and updated account information in writing shall constitute a material breach of this Agreement, and may result in the immediate termination or suspension of this Agreement or Subscriber’s account by KVH.
(c) Invoices and Notices. KVH will deliver invoices and important notices to Subscriber via the electronic mail address on Subscriber’s Service Orders. Subscriber shall not be released from Subscriber’s obligations under this Agreement, including the obligation to make timely payment, because invoices and notices are not received.
(d) Authorized Person(s). Subscriber may designate other person(s) as “Authorized Representative(s)” or “myKVH Authorized User(s)” by completing, signing, and submitting to KVH an Account Administration Form, which can be found at KVH’s website (www.kvh.com/accountadminform) or when available via the myKVH Site. If Subscriber makes an Authorized Representative designation, Subscriber grants such person(s) full right, power and proper authority to enter into and act for and on behalf of Subscriber with respect to this Agreement, including but not limited to the purchase or modifi cation of Services and management of Subscriber’s account, except for appointing additional Authorized Representatives.If Subscriber makes a myKVH Authorized User designation, Subscriber grants such person(s) full right, power and proper authority to enter into and act for and on behalf of Subscriber
KVH Master Services AgreementEffective 21 January 2020
with respect to the specifi c account functions and/or roles designated on each Service Order or the Account Administration Form (as applicable).All use by an Authorized Representative(s) or myKVH Authorized User (collectively, “Authorized Person”) is subject to this Agreement.
(e) Responsibility for Authorized Person(s). Subscriber agrees to accept all responsibility and liability for all decisions, omissions, actions, and changes made by Subscriber’s Authorized Person(s). Subscriber agrees to reimburse, indemnify and hold harmless KVH on demand for any and all costs, expenses and reasonable attorney’s fees incurred by KVH in defending any claims relating to or arising out of any decisions, omissions, actions, and/or changes made by Subscriber’s Authorized Person(s).
(f) Removal of Authorized Person(s); Changes in Services. At any time and without prejudice to or adverse effect on any rights KVH may have against it or Authorized Person(s), Subscriber may remove the authority of an Authorized Person by submitting a signed Service Order to KVH or electronically via the myKVH Site.
RESALE AND THIRD PARTY USE8. Resale, Distribution, and Third Party Use.
(a) No Resale or Unauthorized Distribution of Services or Content. Subscriber shall not re-sell or distribute the Services or provide the Services or the Content to any third party, with or without consideration, without KVH’s prior written consent, in its sole discretion. The sole exception to this restriction is making the Services or Content available to employees, crew, customers, Authorized Persons and other individuals designated by Subscriber as eligible to use the Services (collectively referred to as the “Third Party Users”). KVH reserves the right in its sole discretion to terminate this Agreement or suspend Services in the event of unauthorized resale or distribution of Services or Content by Subscriber.
(b) Responsibility for Third Party Users. Subscriber shall be fully responsible for the compliance of its Third Party Users with all of the relevant terms and conditions of this Agreement, including but not limited to the fi rst paragraph of this Section 8 (Resale and Third Party Use), Sections 9 and 10 (Equipment), Sections 12 through 18 (Use of Airtime Services), Sections 19 through 21 (Subscriber Information and Privacy), Section 22 (Proprietary Rights), Sections 29 through 35 (Warranties and Liabilities) and Sections 46 through 82 (Service Specifi c Requirements); and as a condition of their use of the Services, Subscriber shall require its Third Party Users to enter into an agreement with Subscriber requiring them to consent to and comply with the above listed terms. Subscriber acknowledges that, if a Third Party User fails to comply with the above listed terms of this Agreement, KVH shall have the right to limit, modify, suspend or terminate the Services just as it would for non-compliance by Subscriber.
EQUIPMENT9. Terminal Equipment.
(a) Terminal Equipment. Subscriber and any of its Third Party Users are required to use Terminal Equipment to access the Services. Subscribers of KVH’s AgilePlans Service are provided the Terminal Equipment as a part of the AgilePlans Service offering and acknowledge that such Terminal Equipment remains the property of KVH. All other Subscribers, at Subscriber’s expense, shall be solely responsible for purchasing or leasing the Terminal Equipment from KVH or an authorized provider. All Subscribers are required to maintain, operate and safely and securely store the Terminal Equipment. Subscriber and any of its Third Party Users shall use only the Terminal Equipment with the Services and acknowledges that the Services cannot be adequately provided without such Terminal Equipment. Subscriber and any of its Third Party Users shall not modify the Terminal Equipment in a manner that violates this Agreement or would otherwise alter the transmission characteristics of the Terminal Equipment. The Parties agree to the creation of a charge and equitable lien over all Terminal Equipment that has been supplied pursuant to this Agreement, and/or over any vessel to which Terminal Equipment or Services have been provided. Such charge or equitable lien shall be deemed a “Maritime Claim” under Article 1 of the International Convention on the Arrest of Ships 1952 and 1999, entitling KVH (or its agents) to take action against any vessel (or its sisterships) to which Terminal Equipment or Services have been provided. Subscriber hereby grants KVH a lien upon any and all cargoes, bunkers, hires, sub-hire, all freights, sub-freight relating to any vessel’s employment for any sums due to KVH under the Agreement. Neither Party shall take issue and/or dispute either the right of lien or charge, or the corresponding right of arrest or attachment.
(b) KVH Communication with Terminal Equipment. KVH may, for network management purposes and to improve the Services, communicate with the Terminal Equipment over the network without prior notice or further consent from Subscriber for such purposes as to (i) direct the Terminal Equipment to initiate, cease, or modify its communications with the network; (ii) perform software upgrades to the Terminal Equipment; (iii) test hardware, software, and satellite signal confi gurations; and (iv) monitor, log, and analyze satellite signal and hardware performance, vessel operation, location or position, and environmental conditions (collectively referred to as “Network Management Communication”). As a part of this process, KVH may collect vessel-specifi c and Subscriber-specifi c information, such as vessel navigation and operations data, and data regarding Subscriber and third-party equipment or hosted software installed on the vessel. Said data may be collected, stored and analyzed for KVH’s internal use, such as to manage, test, and improve the Services, and/or for additional services that monitor equipment health, assist in Subscriber fl eet operations, and optimize the performance and reliability of KVH Services received by Subscriber. Subscriber hereby consents to such Network Management Communication by KVH, which shall be conducted at no additional cost to the Subscriber. Subscriber further acknowledges and consents to the use by KVH of Anonymized Data, as defi ned in Section 2 of this Agreement, by KVH to measure, depict and analyze trends, group behaviors, benchmark performances and other aggregated phenomena, including providing the Anonymized Data and analyses to third parties.
10. Subscriber Equipment.Subscriber, at Subscriber’s expense, shall be solely responsible for providing, maintaining and operating all other software, hardware and communications equipment used to access or support the Service (“Subscriber Equipment”). KVH makes no guarantee as to, and bears no responsibility for, ensuring compatibility of Subscriber Equipment with the Terminal Equipment and the Services.
USE OF AIRTIME SERVICES11. Subscribers’ Liability for Use, Misuse, Unauthorized Use or Theft of Airtime Services.
(a) Payment of Charges. Subscriber shall be solely responsible for payment of all charges, including any monthly fi xed and overage charges, all charges for individual programming and Content services, including Airtime Service charges for the re-transmission of Content or other materials that may not have been successfully received during initial transmission, and any fees for Network Management Communication, transmission and/or termination of data or voice communications. Subscriber is solely responsible to supervise and control the consumption and use of the Airtime Services. Subscriber shall be solely responsible and liable for unauthorized use of Subscriber’s account whether fraudulent or otherwise.
(b) Airtime Services Rates and Overage Charges. Subscriber acknowledges that the prices for the Airtime Services may include both monthly fi xed rates for data transmissions up to a maximum ceiling and additional overage charges for data transmissions in excess of the monthly maximum limit. Subscriber further acknowledges that certain Airtime Services, such as video programming services, may be subject to separate fees such as on a per viewing basis. In addition, certain communications, such as voice calls, may be subject to transmission and/ or termination charges imposed by third-party Service Providers.
(c) Responsibility for Equipment Confi guration. It is Subscriber’s sole responsibility to ensure that all Terminal Equipment and Subscriber Equipment is properly confi gured for the particular Airtime Service that Subscriber has selected, and has a continuous source of power and connection to the Airtime Service and Terminal Equipment to receive software and Content updates. It is Subscriber’s sole responsibility to gain an understanding of the technical aspects, use, and operation of the Terminal Equipment, and Subscriber Equipment as well as the details and terms of the Airtime Services and the associated rates. KVH and its Service Providers are not to be held liable and are not responsible for any misuse of the Airtime Services or any non-compliant confi guration of the Terminal Equipment and Subscriber Equipment used to provide the Airtime Services and Subscriber is solely responsible for any excess consumption or overage of the Airtime Services that results from such misuse or non-compliant confi guration.
(d) No Refunds for Improper Equipment Confi guration. KVH shall not under any circumstances abate or refund charges to Subscriber’s account arising from the fact that, or on the basis of Subscriber claims that, Terminal Equipment or Subscriber Equipment was not properly confi gured at the time charges were accrued.
(e) Subscriber Obligated to Notify if Equipment Transferred or Stolen. Subscriber shall notify KVH immediately in writing if Subscriber sells, gives away or otherwise transfers the Terminal Equipment to another party, or if the Terminal Equipment is stolen or otherwise removed from Subscriber’s vessel or other such vehicle or platform. Upon KVH’s request, Subscriber shall provide a police report of any theft.
(f) Subscriber Registered Agent of Airtime Services. Unless and until KVH receives written notice from Subscriber terminating Service as provided herein or unless otherwise provided by law, Subscriber shall be considered the registered recipient of the Airtime Services, and liable for any charges or fees incurred by any use of the Airtime Services.
12. Unacceptable Use of Airtime Services.Airtime Services shall not be used for any unlawful or unacceptable uses (“Unacceptable Use”), which shall be determined in KVH’s sole discretion, including without limitation: (a) posting, disseminating, storing or transmitting duplicative or unsolicited messages, chain letters, pyramid schemes, or unsolicited e-mail (commercial or otherwise); (b) posting, uploading, disseminating, storing or transmitting material of any kind or nature that, to a reasonable person, may be abusive, obscene, harmful, hateful, pornographic, defamatory, harassing, libelous, deceptive, fraudulent, invasive of another’s privacy, grossly offensive, vulgar, threatening, malicious or racially, ethnically or otherwise objectionable; (c) obtaining unauthorized access to data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (d) unauthorized monitoring of data or traffi c on any network system; (e) interfering or disrupting service to any other user, host or networking, including mail bombing, fl ooding, attempts to overload a system, and broadcast attacks; (f) forging of any TCP-IP packet header or any part of the header information in an e-mail or newsgroup posting; (g) relaying mail via another site’s mail server without express permission of that site; (h) canceling any postings or messages other than Subscriber’s own, except for postings in Subscriber’s name that have been forged; (i) impersonating any person or entity, including any KVH employee or representative; (j) disclosing Subscriber’s password or other means for accessing the Service to any third party, or otherwise facilitating unauthorized access thereto; (k) using the Airtime Services where they are not authorized; (l) furthering criminal activity; (m) connecting and using a non-KVH marketed and approved VoIP service; (n) using the VoIP Service for forwarding US toll-free numbers internationally; or (o) duplicating, using before or after the valid viewing dates, or otherwise violating the copyright and distribution agreements for Content available through the Airtime Services. Subscriber is obligated to ensure that it has the legal authority (based on copyright, trademark, contract, or other body of law) for the transmission and duplication of any programming, content, or other materials that is transmitted over the Airtime Service either by Subscriber or by KVH on Subscriber’s behalf. Any Unacceptable Use of the Airtime Services shall be a breach of this Agreement.
13. Airtime Services Limitations.Subscriber is responsible for abiding by all international and jurisdictional rules and regulations. The Airtime Services may be used in international waters and to the extent permitted, within the territorial waters of various countries. Subscriber is responsible for ensuring that the Services are used only within the territorial waters of countries that permit such use. Subscriber acknowledges that the defi nition and geographic size of territorial waters for purposes of these limitations varies from country to country. Subscriber also acknowledges that some countries such as the United States permit the unlimited use of the Airtime Services in their territorial waters, while others may allow use of the Airtime Services only on a temporary basis while transiting their waters and others may not allow use of the Airtime Services in their territorial waters at all. The current status of the authority to operate the Airtime Services in individual countries is listed at www.kvh.com/licenses, which status is subject to change from time to time. This list is provided for convenience only and is non-binding on KVH, and KVH has no obligation to update the same.
14. KVH Status.Subscriber acknowledges that KVH makes the Airtime Services available using satellite and telecommunications networks, programming Content, and other services provided to KVH
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by third-party Service Providers. The networks and Content vary with regard to technology, confi guration, Terminal Equipment, and/or Subscriber Equipment to be used and with regard to application possibilities. An Airtime Service can only be used in relation to the network of the applicable Service Provider. KVH’s ability to make the Airtime Services available is therefore derived from and limited by the terms of the agreements between KVH and the Service Providers. KVH will at all times have the right to take measures and/or give instructions to Subscriber that KVH or its Service Providers deem reasonably necessary in order to prevent and/or correct faults in the Airtime Services, which Subscriber shall follow. KVH also has no control and no responsibility or liability over the manner in which Airtime Services are delivered and provided by Service Providers. The Airtime Services and this Agreement will automatically terminate if KVH’s agreements with applicable Service Providers terminate, or if KVH ceases to provide one or more of the Airtime Services to subscribers.
15. Airtime Services Availability.(a) Fluctuations and Variations in Speed and Transfer Rates. Given ongoing changes to satellite
and terrestrial technologies and fl uctuations in usage, accurately predicting daily download and upload data transfer rates is not currently feasible. Published data rates are rate plan maximums (“Maximum Information Rates”) and may vary in different regions and conditions. Subscribers of non-HTS Airtime Services will typically experience speeds ship-to-shore that are seventy to eighty percent (70-80%) of the published data rates, although without guarantee. Subscriber acknowledges that, from time to time, the Airtime Services may intermittently encounter variations in data transfer rates because of factors which may include but are not limited to the time of day and congestion on the Internet and/or network as a whole, Subscriber’s own network confi guration and usage patterns, and maintenance and upgrade procedures or repairs which KVH and/or its Service Providers, including its satellite operators, may undertake from time to time, including grooming or transition of satellites.
(b) Not Error-Free or Continuous. Subscriber further acknowledges that the operation of the Airtime Services may not be continuous, uninterrupted or error-free. Without limiting the foregoing, the Airtime Services may become unavailable or limited because of network equipment failures, capacity limitations of a Service Provider, emergency pre-emption as required by governmental authorities who have jurisdiction over Service Provider’s systems, or periodic or emergency maintenance conducted by KVH or a Service Provider for modifi cations, upgrades, repairs, and similar purposes. The Airtime Services are also subject to transmission and reception limitations caused by: (a) service area limitations, including without limitation, changes to the satellites used to provide the Airtime Services, or the coverage patterns of the satellites or topographical conditions, whether man-made or natural that obstruct the line of transmission between the Terminal Equipment and the Airtime Services; (b) the condition of Terminal Equipment or Subscriber Equipment; (c) Acts of God and other causes beyond the control of KVH which are not reasonably foreseeable by KVH; (d) weather conditions; (e) atmospheric conditions (i.e., space debris, solar fl ares, and other atmospheric anomalies or disturbances); (f) magnetic interference; (g) environmental conditions; and (h) other like conditions. Given these limitations, Subscriber is solely responsible for management of its Subscriber data, including but not limited to back-up and restoration of that data. KVH and its Service Providers are not responsible for the loss of Subscriber data or for the back-up or restoration of Subscriber data.
16. Security; Passwords.The Internet is an inherently insecure medium and KVH does not represent, warrant or guarantee the security or integrity of any communications made or received using the Airtime Services. Subscriber shall be solely responsible and liable for the security, confi dentiality and integrity of all messages and the Content that Subscriber or its Third Party Users receive, transmit through the Airtime Services or store on the Terminal Equipment. Subscriber shall be solely responsible and liable for any authorized or unauthorized access to Subscriber’s account by any person. Subscriber agrees to bear all responsibility and liability for the confi dentiality of the passwords of Subscriber and its Third Party Users and all use of the Airtime Services with such passwords.
17. Internet, Programming, and Other Content.(a) Suitability of Content. Subscriber acknowledges that Internet sites, video programming, and
other Content, might consist of, include and/or provide access to images, sounds, messages, text, service or other Content and material that may be unsuitable for minors and that may be objectionable to many adults. Subscriber acknowledges that access to the Internet and video programming Content through the Airtime Services is at Subscriber’s sole risk.
(b) Limited Availability of Access. The reliability, availability, legality, performance and other aspects of resources accessed through the Internet are beyond KVH’s reasonable control and are not in any way warranted or supported by KVH or its Service Providers. KVH does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from sites or resources available through the Airtime Services, including the accuracy or reliability of any material or claims contained therein. Subscriber acknowledges that safeguards relative to copyright, ownership, appropriateness, reliability, legality and integrity of Content may be entirely lacking with respect to the Internet and Content accessible through it. Subscriber assumes all risk and liability of any use of the Internet through Subscriber’s account.
(c) Control of Content. KVH retains absolute and complete discretion to select the programming Content made available by KVH through the Airtime Services, including the right to update, modify, or delete the programming Content that is available through the Airtime Services or is maintained on the Terminal Equipment. KVH may use the Airtime Services to remotely update the programming Content and operating software maintained on the Terminal Equipment without notice to, or the permission of, the Subscriber. Subscriber shall not interfere in any way with the exercise by KVH of these rights.
(d) Promotional Materials. The programming Content made available by KVH through the Airtime Services may include promotional material for KVH-provided products and services and Subscriber herein consents to the receipt of such promotional materials.
(e) Disclaimer of Content Liability. Certain of the Content provided using the Airtime Services may include vessel operational, location and position data, communications involving you, your offi cers and employees, or instructional, training, entertainment, and information, including news, weather conditions, forecasts and data, training, and educational material. KVH and its Service Providers provide no warranty or assurance regarding the accuracy, reliability, or completeness of such Content and the presentations and data contained therein. The transmission and receipt of all Content is subject to delay and blockage inherent in satellite transmission. All originators and recipients of the Content accept and assume all risk and
liability for their potential reliance on information, data, and material provided through the Airtime Services.
18. Remedial Obligations.If Subscriber believes that there has been any violation of any of the restrictions on use of Airtime Services, Subscriber shall contact KVH immediately and provide: (a) the nature of the alleged violation, along with any supporting evidence; (b) the date and time of the alleged violation, including the time zone; and (c) the telephone number or IP address used to commit the alleged violation. Where a violation of the use of Airtime Service restrictions is found to have occurred, KVH shall have full and absolute discretion to determine the response that is appropriate in the circumstances, including (but not limited to) any one or more of the following actions: (a) issue a warning to the user; (b) remove any postings that violate the terms of this Agreement; (c) suspend newsgroup posting privileges; (d) suspend the Subscriber’s Services; (e) terminate the Subscriber’s Services following Subscriber’s failure to cure the violation within thirty (30) days following the dispatch to Subscriber by KVH of written notice of the violation; and (f) bill Subscriber for administrative costs and/or reactivation charges. KVH is not responsible for any failure or delay in removing such unauthorized Content. Subscriber agrees to fully cooperate, as may be necessary or requested by KVH to investigate alleged violations of law, regulation, the terms of this Agreement or otherwise to protect KVH’s rights or property, and may include disclosure to or cooperation with authorized governmental authorities.
SUBSCRIBER INFORMATION AND PRIVACY19. Use and Control of Information.
(a) Personal Data Collected. KVH collects Personal Data in connection with the Services. The type of Personal Data KVH collects may vary depending on the Services rendered and Subscriber’s interactions with KVH. (i) From Subscriber. When Subscriber signs up to receive, add or extend a Service, KVH
collects data Subscriber voluntarily provides such as names, contact details (address, email and phone number), billing contact details and payment method, and other data detailed on the Activation Service Order to fulfi ll the terms of this Agreement. In providing certain Services, KVH collects location data from the vessel and from Subscriber’s connected devices such as GPS, latitude and longitude information, images of the various locations and the operations and performance of the Subscriber Equipment on the vessel. At Subscriber’s election, KVH supplements this data with information you disclosed about your location (such as your ZIP or postal code) to provide content that may be of interest to Subscriber. KVH also may collect Personal Data when Subscriber visits a customized website or Customer Account Portal (as defi ned in Section 52), including email address, telephone number, username or login. More information about KVH’s data collection practices when browsing KVH’s websites can be found at http://www.KVH.com/privacy.
(ii) From Third Party Users. If Subscriber subscribes to additional Services, including those provided by KVH Service Providers, KVH may obtain certain Personal Data about Subscriber from the Service Provider such as call logs and data usage to be used in connection with provision of such Services. If Subscriber provides KVH with Personal Data of a Third Party User, Subscriber acknowledges that Subscriber is responsible for obtaining any necessary consents or authorization from the Third Party Users for the provision of their data. When Subscriber signs up to receive, add or extend a Service, KVH collects data Subscriber voluntarily provides such as the names, types and docking locations of vessels and the Third Party Users. In providing certain Services, KVH collects location data from the vessels such as GPS, latitude and longitude information, and the operations and performance of equipment on the vessels.
(b) Use of Personal Data. (i) Types of Use. KVH uses Personal Data for a variety of business purposes including to enter
into a contract; establish or activate accounts; conduct credit reports; provide contracted Services, and manage communications with Subscriber including to provide appropriate technical support; perform accounting, auditing, billing, reconciliation and other collection activities; provide Subscriber access to customized websites and Customer Account Portals to manage Subscriber’s account and track data usages; operate and improve the Services, including the analysis, enhancement and development of KVH products and services; send at Subscriber’s election newsletters, offers programs, product and services that may be of interest to Subscriber; perform data analytics and determine usage patterns, habits, or other preferences; identify and protect against fraud, or other criminal activities; defend against legal claims and comply with applicable law and KVH policies.
(ii) Customer Proprietary Network Information to Provide Products and Services. KVH is required under United States federal law, to protect the confi dentiality of Subscriber’s Customer Proprietary Network Information (“CPNI”). Subject to Subscriber’s opt-in consent, KVH and its subsidiaries and affi liates may use Subscriber’s CPNI (e.g., the identity of the telecommunications services Subscriber purchased and Subscriber’s usage of those telecommunications services) to contact Subscriber to offer other products and services to Subscriber based on this information. At any time, Subscriber may opt-out by informing KVH that Subscriber no longer wishes to allow KVH to use Subscriber’s CPNI for such purposes by informing KVH in writing at the following address: KVH Industries, Inc., 50 Enterprise Center, Middletown, Rhode Island 02842, U.S.A., Attention: KVH Marketing Dept. OR via email to [email protected]. Any approval or denial of approval for the use of CPNI outside of the Service to which Subscriber already subscribes from KVH is valid until Subscriber affi rmatively revokes or limits such approval or denial. Denial of Subscriber’s approval for KVH to use Subscriber’s CPNI will not affect the provision of any Services to which Subscriber’s subscribe. However, Subscriber’s approval for KVH to use CPNI may enhance KVH’s ability to offer products and services tailored to Subscriber’s needs. None of the above shall be construed to limit KVH use of other information not addressed in this Section 19 (Use and Control of Information). KVH and its Service Providers will also be free, in their reasonable good faith discretion and without notice, to provide Subscriber and user information and records to the courts, law enforcement agencies, or others involved in prosecuting claims or investigations for conduct or conditions alleged or believed to be illegal or to violate or threaten policy or the rights of any person or entity, and to maintain and use internally such information and records. Subject to applicable law, information generated by or in connection with KVH administration of the Services shall be and remain the exclusive property of KVH.
KVH Master Services AgreementEffective 21 January 2020
(c) Legal Basis. KVH collects Personal Data where necessary to perform under the Agreement. The Personal Data KVH collects to enter into a contract with Subscriber is mandatory to render Services and comply with the law. KVH cannot provide Services without Subscriber’s Personal Data as set forth in the Service Order. KVH also collects and uses Personal Data in accordance with its legitimate business interest, including to improve KVH’s products and services, perform accounting and other billing and auditing functions, manage information and network security, and perform data analytics. Subject to applicable law, KVH may use Personal Data in the event of a sale, merger, consolidation, change in control, transfer of assets, reorganization bankruptcy, or liquidation. Where required by applicable law, KVH seeks Subscriber’s prior consent to engage in marketing activities and provides Subscriber the right to opt-out. In other cases, KVH uses Personal Data to comply with applicable law including to defend or pursue legal claims or as required in response to courts, law enforcement agencies or other legal authorities.
(d) Sharing Personal Data. In order to provide Services worldwide, Personal Data will be shared with KVH entities, including those outside of the jurisdiction where the Subscriber resides. Access to Personal Data is only to those who require such access to perform their tasks and to third parties who have a legitimate purpose for accessing it. To transfer Personal Data to its headquarters in the United States KVH is certifi ed to the EU-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework. KVH employs other applicable data transfer agreements as required when Personal Data is transferred from other countries. Personal Data also will be shared with our Service Providers in order to render the Services, including to fulfi ll orders, process data on KVH’s behalf, provide direct marketing services, or provide technical support. KVH Service Providers are contractually bound to use Personal Data for the service they were hired to perform. In certain circumstances, it may be necessary for KVH to share Personal Data with legal advisors, banking institutions, creditors, auditors or to protect KVH’s legal rights.
(e) Security. KVH employs industry standard administrative, technical and physical safeguards designed to protect Personal Data against accidental, unlawful, or unauthorized destruction, loss, alternation, access or use. Still, no method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, KVH cannot guarantee that Personal Data is under absolute security with the existing security technology. Contact [email protected] with any questions about the security of the Personal Data.
(f) Rights and Choices.(i) Subscriber may opt-out at any time to receiving direct marketing materials from KVH
and its Service Providers by contacting KVH in writing at the following address: KVH Industries, Inc., 50 Enterprise Center, Middletown, Rhode Island 02842, U.S.A., Attention: Director of Digital Marketing, KVH Marketing Dept. OR via email to [email protected].
(ii) To the extent required by applicable law, Subscribers and other third parties are entitled to obtain access to information on KVH’s processing of the Personal Data supplied, to object to processing of the Personal Data, make use of the right to data portability and to have the Personal Data rectifi ed or deleted or their processing restricted. Contact [email protected] to exercise these rights or learn more about KVH’s Personal Data protection practices. Subscribers also may lodge a complaint with the competent supervisory authority or seek other remedies under applicable law.
(g) Personal Data Retention. KVH retains Personal Data no longer than necessary in relation to the purposes for which it was collected or otherwise processed. To the extent required by applicable law, KVH will erase or destroy Personal Data when Subscriber withdraws consent (where lawfulness of processing was based on consent and there is no other legal ground for the processing); when KVH objects to the processing and there are no overriding legitimate grounds for the processing; when Subscriber’s Personal Data has been unlawfully processed; and when it is necessary to comply with legal obligations to which KVH is bound.
20. Communications with Subscriber.KVH may from time to time communicate with Subscriber on technical or operational matters pertaining to the Services, their features, their use, their Service Providers, Third Party Users, for example, to respond to inquiries, fulfi ll order, administer Services or address technical or Service matters using online, facsimile, telephone, e-mail and mail, and with Subscriber’s consent, using SMS/text. In addition, with the Subscriber’s consent, KVH and its business partners may also contact Subscriber on marketing matters pertaining to their products and services, events and special offers. Subscriber acknowledges that its interactions and communications with KVH, its representatives and its Service Providers may be monitored or reviewed for quality control and other reasonable business purposes.
21. Privacy Limitations.Subscriber and its Third Party Users understand that data communications transmitted over wireless systems and the Internet may not be private or secure and KVH makes no warranties regarding the privacy or security of such communications. Subscriber consents to KVH or its Service Providers monitoring Subscriber’s account activity in order to resolve billing queries, prevent and minimize fraud or misuse and ensure the quality of the Services. KVH operates internationally and, when Subscriber or its Third Party Users use Services, the data, including any personal or sensitive data, will be transferred and stored in different parts of the world. In using the Services, Subscriber agrees for itself and its Third Party Users that such international transfers and storage will take place.
PROPRIETARY RIGHTS22. Proprietary Rights.
Except to the extent the same is determined to be part of the public domain, all Content available through or distributed over the Airtime Services, made available through KVH-managed Internet portals, or maintained within the Terminal Equipment, and all service marks, trademarks, names, logos, marketing materials and other indicia used in connection with the distribution, marketing and promotion of the Content and Services (hereinafter “Intellectual Property”), is subject to copyright, database protection, trademark, and other rights under applicable laws. Unauthorized use of such Intellectual Property is a violation of copyright, trademark and potentially other laws. Subscriber and any of its Third Party Users shall not copy, distribute, transmit or publish such Intellectual Property in any form, including printed, electronic, digitized, audio or otherwise, or modify all or any portion of such Content, and shall not use the Intellectual Property for any purpose, including for purposes of promotion, without the prior written consent of KVH and the copyright owner. Some of the Intellectual Property includes software, or is made available to Subscriber through software or fi rmware interfaces, or through software or fi rmware storage,
compression, transmission, encryption, and other security measures. Regardless of the purpose of the software or fi rmware, Subscriber shall not, and shall not authorize or assist others, in any attempt to bypass, disable, defeat, modify, or obtain the source code for the software or fi rmware through decompilation, disassembly, reverse engineering or other means. The intellectual property rights in the software and fi rmware remain solely with KVH and its Service Providers and Subscriber’s infringement of any intellectual property rights shall be a material breach of this Agreement.
TAXES, FEES, BILLING AND PAYMENT23. Taxes, Fees, and Billing.
(a) Fees and Taxes. Subscriber shall pay any amount due within the timeframe stated on the invoice or – where no timeframe is stated – within twenty (20) working days of the invoice having been sent to Subscriber by any form set out in the Agreement. Subscriber shall be liable for the payment of all fees relating to Terminal Equipment, Services and applicable taxes and regulatory fees (including but not limited to fees associated with universal service, inspection or any other governmental programs or assessments) at all times during this Agreement (including period during which the Services are suspended), without setoff, deduction for payment processing or counterclaims. Any banking fees must be settled by Subscriber. Subscriber is responsible for the payment of charges for all Terminal Equipment and Services furnished to Subscriber under this Agreement, including but not limited to all data call attempts, regardless of ultimate successful transmission and termination, and all connections completed by the Terminal Equipment, and for the payment of all charges billed to Subscriber’s account, including for programming content, toll, land, long distance and roaming charges, if applicable. All data usage measurements displayed in the Terminal Equipment’s graphical user interface are intended solely for guidance purposes and shall in no circumstance be either construed as legally binding or used for actual billing purposes.
(b) Credit for Outages. Subscriber remains responsible for charges even if the Subscriber Equipment or Terminal Equipment is inoperative, or if the Airtime Services are temporarily unavailable, except that if there is a continuous Airtime Service outage in excess of twenty-four (24) hours, then Subscriber will receive a credit equal to one day for each day of an outage (rounded down to the nearest day).
24. Payment Due Dates; Interest and Late Fees.(a) Subscriber authorizes KVH to automatically charge Subscriber’s selected primary credit card
in a manner consistent with Subscriber’s invoice. If a charge is rejected by the primary credit card for any reason, then Subscriber’s secondary card will be charged. There will be an additional late payment charge of 1.5% per month (or the maximum rate allowed by law) on the past due amount if credit card payments on both cards are rejected. There will be an additional charge of US dollars ($) 25.00 for any rejection of any charge to a credit card.
(b) Disputed Invoices. Even if an invoice is disputed, Subscriber must pay the invoice within the due date and must notify KVH in writing of the dispute, together with the legal basis for such dispute, within thirty (30) calendar days after the invoice due date. Any claims received by KVH later than thirty (30) calendar days after the invoice due date may be rejected by KVH. KVH will respond to Subscriber within thirty (30) calendar days after receipt of the written notice of dispute, advising on the action being taken to resolve the dispute. Failure by KVH to respond within thirty (30) calendar days from receipt shall not be a breach of KVH’s responsibilities under the Agreement. If KVH accepts the claim from Subscriber, KVH shall issue a credit note to Subscriber within sixty (60) calendar days from acceptance of the claim.
(c) Changes in Payment Information. Subscriber is responsible for notifying KVH of any changes to credit card information, including expiration dates.
(d) Past Due Accounts; Collection. Subscriber authorizes KVH to demand payment under any security provided by or on behalf of Subscriber, or to refer its account, if past due, to attorneys and/or collection agencies for further action (and to take such further action) without notice and to notify credit reporting agencies of any defaults in accordance with law. Subscriber shall also pay any and all interest, costs, expenses, fees and commissions incurred by KVH in recovery of its Terminal Equipment, collecting unpaid amounts, including attorneys’ fees, to the maximum extent allowed by law.Subscriber shall be obligated to additionally pay any and all costs and interest incurred by KVH or their agents in taking the above steps. Subscriber shall pay such amounts in full and non-payment shall entitle KVH to take any of the measures described in the Agreement and/or at law.
25. Prepaid Airtime Services.Subscribers or their Third Party Users may receive certain Airtime Services from KVH using physical or virtual prepaid cards issued by KVH. All prepaid cards are non-refundable and non-reloadable. Subscriber and its Third Party Users are solely responsible for safely securing physical or virtual prepaid cards and ensuring that they are not lost, stolen, or misused by others. Subscriber and its Third Party Users may obtain information about the amount of money remaining on prepaid cards registered to them by initiating a phone call using the prepaid card. The account PIN number for each prepaid card expires one hundred and eighty (180) days after the date of last usage and any remaining balance on the card is forfeited, unless the expiration or forfeiture is prohibited by law. KVH will invalidate an account PIN number and the balance on a card if the method of payment for the card is determined, in KVH’s sole discretion, to be invalid.
TERM AND TERMINATION26. Term.
(a) Agreement Initial Term and Renewal Term. This Agreement shall be effective upon the execution of the fi rst Service Order by Subscriber and its acceptance by KVH. The term of each Service shall begin on the date Subscriber’s account is fi rst activated, except that, with respect to subscribers of AgilePlans, the term will begin no later than sixty (60) days following the shipment of the Terminal Equipment to Subscriber, and, with respect to all Services, shall continue thereafter for the subscription period set forth on the Service Order and initially committed to by Subscriber when signing the Service Order (“Initial Term”). Following the end of the Initial Term, unless sooner terminated pursuant hereto, the Agreement automatically extends thereafter on the basis set forth on the Service Order (as renewed, the “Renewal Term” and together with the Initial Term, the “Term”).
(b) New, Additional or Different Services; Rate Plan Changes. If the Subscriber orders new, additional or different Services during the Initial Term or any Renewal Term, the applicable term of this Agreement will automatically extend to the end of the subscription period set
KVH Master Services AgreementEffective 21 January 2020
forth on the Service Order for the new, additional, or different Services. This Agreement will remain in effect until the end of all Initial Terms and Renewal Terms for any and all Services ordered by Subscriber from KVH. Further, Subscriber shall be subject to KVH’s Airtime Rate Plan Change and Suspension Policies, which can be found at KVH’s website (www.kvh.com/airtimerateplanchange), and which may in some cases extend the length of the Initial Term for the applicable Service, as well as any terms and conditions applicable to such Services.
(c) Termination Rights. (i) During the Term, solely with respect to (a) the AgilePlans Service and (b) Subscriber-
owned Terminal Equipment on KVH’s high-throughput satellite (“HTS”) Airtime Service, Subscribers shall be permitted to terminate such Services by providing KVH with thirty (30) days advance written notice;
(ii) For all other Airtime Services, during any Renewal Term, (a) Subscribers of month-to-month Airtime Services shall be permitted to terminate such Airtime Service by providing KVH with thirty (30) days advance written notice; and (b) Subscribers of all other Airtime Services shall be permitted to terminate any or all such Airtime Services by providing KVH with sixty (60) days advance written notice;
(iii) Notwithstanding the foregoing, in all such cases of (i) and (ii) above, Subscribers shall remain responsible for the payment of all fees and charges incurred for the Services under this Agreement up until the effective date of termination, and shall remain liable for the payment of any charges and fees incurred thereafter until paid in full. For clarifi cation, the effective date of termination for the AgilePlans Service is the date KVH receives the Terminal Equipment from Subscriber pursuant to Sections 71 and 72 below and, for all other Services, is when the subscription period ends. Unless required by law, Subscriber will not be entitled to refunds of prepaid amounts if Subscriber terminates its Airtime Service. Further, without prior written consent of KVH, Subscribers of the AgilePlans Service will not be permitted to restore their service or enter into a new subscription for the AgilePlans Service within one (1) year of the effective date of their termination.
(d) Term of OneCare Technical Assistance Services. In all cases, the Term of the OneCare Technical Assistance Service for any Covered Terminal Equipment shall commence on the date the initial Airtime Services is activated and shall run concurrently and continue until the end of the Term for the last Airtime Services subscription order with respect to such Covered Terminal Equipment.
(e) Return or Destruction of Personal Data. In the event Services are terminated, KVH will manage Personal Data in accordance with its record keeping policies.
27. Termination For Cause.(a) Termination for Non-Payment. Upon non-payment of any sum due to KVH when due, the
return or rejection of a payment, the failure to promptly provide a security deposit or an increase in a security deposit as directed by KVH, Subscriber will be in material breach of this Agreement and KVH may, by a notice in writing (which notice shall be deemed received by Subscriber fi ve (5) days after it is sent to Subscriber’s latest e-mail address on record with KVH and/or deposited with the national postal service addressed to Subscriber’s last known postal address on record with KVH, or earlier if Subscriber fi les for, or is compelled to seek, bankruptcy protection) and without incurring any liability, refuse, reduce or temporarily or permanently suspend or terminate any or all of the Services (including associated roaming connections) and/or this Agreement (“Termination for Non-Payment”).
(b) Reactivation Upon Payment of Past Due Amounts. If Services are suspended or terminated for non-payment, KVH may, at its sole option, elect to reactivate the Services upon payment by Subscriber in full of the past due amount, any penalties associated with the late payment and a service restoration charge.
(c) Termination for Breach. In addition to KVH’s rights to terminate for nonpayment, KVH may, at its option refuse, reduce or temporarily or permanently suspend or terminate Services immediately without notice and without incurring any liability if: (a) KVH is informed that the Services are being used by Subscriber in a manner which (in KVH’s opinion) might adversely affect KVH’s service to others; (b) KVH receives from a law enforcement agency a written fi nding, that probable cause exists to believe (i) that Subscriber has used or will use the Service in violation of or to violate the law, or (ii) that the character of Subscriber’s use of the Service is such that immediate action is required to protect the public’s health, safety or welfare; (c) the number(s) or IP addresses utilized by Subscriber for connections is determined by KVH to have been duplicated or otherwise to be associated or potentially associated with the fraudulent use of Service; (d) KVH is requested by a Subscriber or by another Service Provider to deny Service to which the Terminal Equipment was reported to be stolen, or KVH is requested by another Service Provider to deny service to the Terminal Equipment that has been determined to be associated or potentially associated with the fraudulent use of the Service or otherwise disconnected from Service for non-payment of, or owing unpaid, service charges; (e) KVH determines that Subscriber’s application for Service included information that was fraudulent, false or incomplete; (f) Subscriber uses equipment either not authorized by or on record with KVH; (g) there is unusual account activity or KVH reasonably suspects the occurrence of any other event of default or breach pursuant to this Agreement; or (h) there is a violation of the terms, conditions, laws, rules, or regulations governing the use of Service (“Termination for Breach”).
(d) Cumulative Rights. All rights and remedies granted to KVH are cumulative and not alternative, and KVH’s failure to exercise any right or remedy shall not constitute a waiver of such right or remedy of any future default by Subscriber. In addition to the rights contained herein, KVH reserves the right at any time to pursue any other remedy under this Agreement, at law or in equity including (but not limited to) the attachment of assets belonging to the Subscriber and recovery of all Terminal Equipment supplied to the Subscriber by KVH in any jurisdiction. For the avoidance of doubt, this includes making a demand(s) under any security provided by or for Subscriber, and/or the arrest of vessels and/or sistership vessels in order to recover the Terminal Equipment or secure the payment of past due amounts.
28. Early Termination Fee.If this Agreement or a Service is terminated during the Initial Term (a) by Subscriber for any or no reason, or (b) by KVH for breach as provided in Section 27 (Termination for Cause), in addition to the other rights and remedies KVH has under applicable law or this Agreement, Subscriber shall pay KVH an early termination fee equal to the greater of (i) the unpaid balance of all payments remaining for the unexpired Initial Term, (ii) US dollars ($) 1,000.00, or (iii) the maximum amount
permitted by applicable law if such amount is less than the amount indicated by both (i) or (ii) above. This early termination fee is not applicable to KVH’s AgilePlans Service or Subscriber-owned Terminal Equipment on KVH’s HTS Airtime Service.
WARRANTIES AND LIABILITIES29. Exclusion of Warranties.
KVH warrants that it will use reasonable commercial efforts to provide the Services to Subscriber. KVH disclaims all other express, implied or statutory warranties from this Agreement, the Services or the Terminal Equipment, including without limitation any warranties of non-infringement, satisfactory quality merchantability or fi tness for purpose.
30. Licenses.Subscriber agrees to abide by all of the current regulations in effect in countries where the Terminal Equipment, Subscriber Equipment or Services may be used, including, without limitation, all licensing requirements for operation of Terminal Equipment, Subscriber Equipment or Services, and any customary performance rights license(s) with respect to the broadcast of music or sound recordings. KVH will not be responsible or liable for any operational restrictions, customs, license or permit fees required for operation and provision of the Services in the destination country. In addition, KVH shall have no responsibility or liability for fi nes associated with the Terminal Equipment, or Subscriber Equipment seizure or for legal ramifi cations of using the Terminal Equipment, Subscriber Equipment or Services in countries where it is prohibited.
31. Limitations of Liability. Neither KVH, nor its Service Providers, employees, shareholders, directors, offi cers or agents shall be liable for any act or omission to the extent not directly and solely attributable to KVH’s personnel or equipment. To the maximum extent permitted by applicable law, the aggregate liability of KVH and its Service Providers, employees, shareholders, directors, offi cers or agents for any losses or damages suffered or incurred in connection with the Services, the Terminal Equipment, or this Agreement, whether by Subscriber, its Third Party Users, other third parties or otherwise, and whether such losses or damages are incurred through breach of this Agreement, negligent or grossly negligent act or omission resulting in any interruption, delay, defect or error in Services or Terminal Equipment, or on any other basis, shall in no event exceed the amount paid to KVH by Subscriber for the applicable Services during the three (3) month period immediately before the event resulting in such liability. Subscriber expressly understands and agrees that the liability and obligations of KVH’s Service Providers under this Agreement may be strictly controlled and limited by the tariffs of those Service Providers, if any, and the laws, rules and regulations of the FCC and other United States or foreign governmental authorities which from time to time have jurisdiction.
32. Exclusions.In any event, neither KVH nor its Service Providers, employees, shareholders, directors, offi cers or agents shall have any liability whatsoever for (a) interruptions, defects, or errors in Terminal Equipment, Airtime Services and its Content; (b) any of the limitations of service provided in this Agreement; or (c) any indirect, punitive, special, incidental or consequential damages or losses, including but not limited to lost revenue, lost profi ts, loss of business or goodwill, loss of use, replacement goods, cost of replacement goods, loss of technology, rights or services, loss, corruption or alteration of information, software, hardware, fi les or data, or interruption or loss of use of Airtime Service or the Terminal Equipment, whether or not KVH has been apprised thereof.
33. Limitations of any Emergency Service.Subscriber acknowledges that the Airtime Services does not support emergency distress or communications and KVH is under no obligation to provide any emergency referral service under this Agreement. In the event that a form of emergency referral service is available, then in addition to the other limitations provided herein, neither KVH nor its Service Providers, employees, directors, offi cers or agents, including any third-party provider of such referral service, shall be liable for any damages in a civil action or subject to criminal prosecution resulting from death, injury, or loss to persons or property incurred by any person in connection with establishing, developing, implementing, maintaining, operating, and otherwise providing wireless emergency referral services, unless such damage or injury was caused by the intentional or willful or wanton misconduct of the above described entities/individuals. Further, in the event that KVH provides an emergency referral service at any time in any location, there can be no assurance that such service may be available at other times or in the same or other locations. Subscriber acknowledges that when calling any such emergency service, Subscriber’s location may not be known automatically by the operator answering the emergency referral call and the effectiveness of the service will depend largely on the accuracy of the information provided by Subscriber, including without limitation information concerning Subscriber’s location. Subscriber must provide the operator specifi c information identifying Subscriber’s location.
34. Subscriber Indemnity.Subscriber agrees to indemnify, hold harmless, and defend KVH, its subsidiaries, affi liates, licensors, Service Providers, shareholders, directors, offi cers, employees and agents from and against any claims relating to or arising out of Subscriber’s breach of this Agreement or Subscriber’s or Subscriber’s Authorized Users’ installation or deinstallation, use, inability to use, Unacceptable Use, or excessive use of the Airtime Services, the Numbers, the Terminal Equipment, or the Subscriber Equipment used in connection with the Airtime Services, or the transmission of unauthorized or unlawful content. Any defense shall be by counsel reasonably acceptable to KVH. Subscriber agrees to reimburse, indemnify and hold harmless KVH for any and all costs, expenses and reasonable attorney’s fees incurred by KVH in defending any such claims.
35. Force Majeure.KVH shall not be liable for and will not be responsible to Subscriber for any delay or failure to perform under this Agreement if such delay or failure results from fi re, explosion, labor dispute, earthquake, hurricane, casualty or accident, lack or failure of transportation facilities and/or services, lack of failure or telecommunications facilities and/or services including Internet services and satellite services, vandalism, epidemic, fl ood, drought, or by reason of national emergency, war, terrorism, piracy, revolution, civil commotion, blockade, or embargo, delay from suppliers, Act of God, any inability to obtain any requisite license, permit or authorization, or by reason of any law, proclamation, regulation, ordinance, demand or requirement of any government or by reason of any other cause whatsoever, whether similar or dissimilar to those enumerated, beyond the reasonable control of KVH.
KVH Master Services AgreementEffective 21 January 2020
OTHER TERMS AND CONDITIONS36. Assignment.
Subscriber may not assign this Agreement, or any of its rights and obligations hereunder, to any other person, fi rm, agency, corporation or other legal entity without the prior written consent of KVH. KVH reserves the right to terminate this Agreement in the event of unauthorized assignment by Subscriber. KVH may assign this Agreement or any of its rights and obligations hereunder at any time without notice or consent of Subscriber.
37. Amendment; Plans and Pricing.The terms and conditions of this Agreement, any pricing plan, and standard prices for Services (including all optional services and associated fees) may be amended by KVH from time to time by thirty (30) days written notice to Subscriber; provided that Subscriber and KVH agree that (i) during the Initial Term, the price for any airtime rate plan applicable to a mini-VSAT Broadband Service initially chosen on the Service Order by Subscriber shall not be increased; and (ii) the rates for VoIP Service are subject to change at any time and become effective upon KVH posting them on its website. Such notifi cation may occur by e-mail and shall include reference to the amended Agreement, plans and prices (or fees) to be found at KVH’s website (www.kvh.com). Subscriber’s use of a Service more than thirty (30) days after notifi cation of amended terms, plans or prices shall constitute acceptance of such amendments. If Subscriber objects in writing to an amendment within ten (10) days after notifi cation of such an amendment, KVH will then have fi fteen (15) days to either withdraw the amendment or terminate this Agreement and the Service.
38. Successors.This Agreement shall be binding upon and shall inure to the benefi t of the parties hereto and their permitted assigns. This Agreement is entered into solely for the benefi t of such parties.
39. Third Party Benefi ciaries.Nothing contained herein will be deemed to create any third-party benefi ciaries or confer any benefi t or rights on or to any person not a party hereto, and no person not a party hereto shall be entitled to enforce any provisions hereof or exercise any rights hereunder, except that any Service Provider shall be a third-party benefi ciary to this Agreement and may enforce the provisions of this Agreement. Neither this Agreement nor the receipt of the Services by Subscriber creates a contractual relationship between Subscriber and KVH’s Service Providers and Subscriber is not a third-party benefi ciary of any agreement between KVH and its Service Providers.
40. Governing Law.The validity, terms, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware, United States of America, without regard to its confl ict of laws principles. Subscriber agrees that any action brought against KVH arising out of this Agreement or the Services provided shall be commenced exclusively in the state or federal courts in the State of Rhode Island; however, KVH, or its assigns, in its sole discretion, may enforce this Agreement in any court having lawful jurisdiction thereof. Subscriber agrees that service of process in any such suit may be made by certifi ed mail, return receipt requested, addressed to the Subscriber at the address set forth herein. To the extent permitted by law, Subscriber waives trial by jury in any action by or against KVH hereunder.
41. Waiver and Severability.Neither the waiver by either of the parties hereto of a breach of or a default under any of the terms and conditions of this Agreement nor the failure of either of the parties, on one or more occasion, to enforce any of the provisions of this Agreement shall be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any provisions, rights or privileges hereunder. The provisions of this Agreement are severable and any determination of invalidity or unenforceability of any one provision hereof shall have no bearing on the continuing force and effect of the remaining valid provisions hereof.
42. Notice.In the event Subscriber desires to provide notice to KVH, as required by any of the terms and conditions herein or for any other reason, including any communication from Subscriber regarding termination or disputed debts, such notice shall only be deemed given when made in writing and sent certifi ed mail to the following address: KVH Industries, Inc., 50 Enterprise Center, Middletown, Rhode Island 02842, U.S.A., Attention: KVH Airtime Services Dept. with a copy to the Legal Department. All payments should be remitted to KVH as instructed on monthly invoices.
43. Publicity.Subscriber hereby authorizes KVH to issue a mutually approved press release describing each order hereunder, and agrees to serve as a reference account for KVH prospects. Additionally, Subscriber hereby grants KVH the right to use Subscriber’s name and logo in a listing of KVH customers and in any marketing, advertising, promotional or public relations material. Subscriber shall be entitled to object to the use of its name and logo in this manner at any time by notifying KVH in writing at the following address: KVH Industries, Inc., 50 Enterprise Center, Middletown, Rhode Island 02842, U.S.A., Attention: KVH Marketing Dept. OR via e-mail to [email protected].
44. Third Party Complaints.Any complaints or objections (a) in relation to material posted by any Subscriber, or hosted in connection with the Airtime Services, should be directed to the following address: KVH Industries, Inc., 50 Enterprise Center, Middletown, Rhode Island 02842, U.S.A., Attention: KVH Airtime Services Dept. OR via e-mail to [email protected] OR by telephone: +1 401-847-3327 and (b) in relation to the OneCare Technical Assistance Services, should be directed to the following address: KVH Industries, Inc., 50 Enterprise Center, Middletown, Rhode Island 02842, U.S.A., Attention: Priority Care OR via e-mail to [email protected] OR by telephone: +1 401-608-8938.
45. Complete Agreement.These terms and conditions of this Agreement together with the terms of each Service Order, applicable pricing plan and/or rate sheets associated with the particular Services selected by Subscriber on each Service Order and Subscriber’s registration on the myKVH Site together contain the entire Agreement between KVH and Subscriber and supersede all prior statements, representations and agreements whether oral or written. Subscriber acknowledges that (s)he has relied on no oral or written representations made by or on behalf of KVH or any employee, director, offi cer.
ADDITIONAL TERMS FOR KVH MINI-VSAT BROADBAND SERVICEThe following terms and conditions apply solely to Subscribers that subscribe to KVH’s mini-VSAT Broadband services.
46. Prohibited Applications and Content.Subscribers are not permitted to use the mini-VSAT Broadband service for peer-to-peer fi le sharing services and all such protocols will be blocked by KVH. Subscribers using fi xed rate plans or unlimited use rate plans are also not permitted to use the mini-VSAT Broadband service for online gaming software applications and streaming media that has not been marketed or approved by KVH and all such data transmissions will be blocked by KVH.
47. Fair Access Policy.To ensure that all subscribers have equitable access to the mini-VSAT Broadband service (“mini-VSAT Service”), KVH has implemented a Fair Access Policy (“FAP”). Subscriber agrees that KVH has the right to monitor the satellite network for upload and download activity that causes disruption of data transfer rates and poor performance of the mini-VSAT Service. If Subscriber performs upload and download data activity that is excessive and contributes to the disruption of the mini-VSAT Service, KVH is authorized to temporarily limit the transfer rate at which Subscriber can send and receive data over the mini-VSAT Service without liability or to charge for use beyond the limit. KVH, however, will not reduce the data transfer rate for Subscribers of HTS Airtime Service below the committed information rate (“CIR”), which is the lowest average information rate that KVH will confi gure a HTS Subscriber’s mini-VSAT service. Actual information rates can drop below the CIR as detailed in Section 15 (Airtime Service Availability). Excessive use shall be determined by KVH in its sole discretion, based on the FAP limits or CIR associated with a Subscriber’s pricing plan and pro-ration of network capacity of all subscribers simultaneously using the network at any point in time. For fi xed rate plan and unlimited use rate plan subscribers, excessive use includes but is not limited to the use of web cameras, voice or VoIP services (not marketed by and approved as part of the mini-VSAT Service), and excessively large fi le downloads or uploads. Subscribers engaging in excessive use will still be able to use the mini-VSAT Service but Subscriber’s transfer rate will be slower. In cases of extreme and continued violation of the FAP, as determined by KVH in its sole discretion, Subscriber’s use of the mini-VSAT Service may be suspended by KVH and terminated by KVH if Subscriber fails to cure the violating conditions within thirty (30) days following the dispatch to Subscriber by KVH of written notice of the violation. Subscriber agrees that KVH may use other traffi c management and prioritization tools to help ensure equitable access to the mini-VSAT Service for all subscribers.
ADDITIONAL TERMS FOR KVH MINI-VSAT BROADBAND VOIP SERVICE AND LTE AIRTIME SERVICEThe following terms and conditions apply solely to the VoIP Service and the LTE Airtime Service.
48. Subscriber Premises Equipment.In order to access the VoIP or the LTE Service, Subscriber will require Subscriber Premises Equipment (“Premises Equipment”) that is supplied, certifi ed and type-approved by KVH and its third-party Service Provider for use with the VoIP or the LTE Service, as applicable. Subscriber shall use only the Premises Equipment with the VoIP or the LTE Service, as applicable. For Subscribers that receive the VoIP or the LTE Service, the Premises Equipment shall qualify as Terminal Equipment for purposes of this Agreement.
49. Use of Services and Premises Equipment.Subscriber agrees that the VoIP Service and the LTE Service are to be used solely in association with the Premises Equipment. Subscriber may not resell or transfer the VoIP Service, the LTE Service, or the Premises Equipment to any other person for any purpose, or make any charge for the use of the VoIP or the LTE Services. KVH reserves the right to immediately terminate or modify the VoIP Service or the LTE Service if KVH determines, in its sole discretion, that the VoIP Service or the LTE Service is being used contrary to the provisions of this Agreement.
50. No Emergency (E911) Service.Subscriber acknowledges that the VoIP Service, the LTE Service, and the Premises Equipment do not support emergency (911) services and Subscriber agrees to refrain from using the VoIP Service, the LTE Service, or the Premises Equipment for emergency communications.
51. VoIP and LTE Service Billing and Billing Increments.Call times for each call are rounded up to the next whole minute and billed in full minute increments. Per call charges are rounded up to the next whole cent. All calls for which KVH receives answer supervision may incur a minimum one-minute charge. KVH relies on answer supervision to determine whether and when a call has been answered. Answer supervision is a signal sent by the carrier connecting the call to indicate the start of call. Answer supervision is generally received when a call is answered; however, answer supervision may also be generated by voicemail systems, private branch exchanges, and interexchange switching equipment. Where no answer supervision is received, KVH may commence billing forty (40) seconds following dial time unless the caller has terminated the call.
52. Account Information Website.KVH will make available to Subscriber, directly or through its third-party Service Provider, web portals, including “myKVH Site,” “KVH ebill” and/or “Enhanced VoIP Service Account Center” (“Customer Account Portal”) for access to account management, feature control, data usage tracking, equipment confi guration and call detail records. Subscriber agrees to review and abide by the Terms of Use for the Customer Account Portal. Subscriber acknowledges that KVH and its third-party Service Provider reserve the right to limit or withdraw access to the Customer Account Portal. All data usage measurements displayed on the Customer Account Portal, or at Subscriber’s election, provided to Subscriber through the Customer Account Portal using electronic communications such as text or email, are intended solely for guidance purposes and shall in no circumstance be construed as legally binding or used for actual billing purposes. KVH makes no assurance that it will provide Subscriber notifi cations regarding data usage or that such notifi cations will be current or accurate. Subscriber shall be responsible for tracking and monitoring all data usage and shall be solely responsible for payment of all charges, including any monthly fi xed and overage charges even if the Customer Account Portal indicates accumulated data usage during the current billing period that is under the threshold that would trigger an overage charge.
53. Reassignment of Number upon Service Termination.Upon termination of the VoIP or the LTE Service, KVH may, at its sole discretion, reassign a telephone number, access number, or Direct Inward Dialing (collectively “Number”) provided to Subscriber by KVH. Subscriber shall not obtain any rights, title or interest in the Number and the Number is not portable to other Service Providers. The Number is not to be used with any other device other than the Premises Equipment provided by KVH and KVH reserves the right to change, cancel or reassign the Number at its discretion.
KVH Master Services AgreementEffective 21 January 2020
54. Service Distinctions.Distinctions exist between a telecommunications service and the VoIP Service or the LTE Service provided by KVH. Each Service provides different functionality and is subject to different regulatory treatment than traditional telephone service. This treatment may limit or otherwise affect Subscriber’s rights of redress before any governmental telecommunications regulatory agencies.
55. Tampering with the Premises Equipment or Service.Subscriber agrees not to modify or otherwise tamper with the VoIP Service, the LTE Service, or the Premises Equipment in any way, including, but not limited to, changing the electronic serial number or equipment identifi er of the Premises Equipment, or to perform a factory reset of the Premises Equipment. KVH reserves the right to terminate Subscriber’s Service if Subscriber tampers with the VoIP Service, the LTE Service, or the VoIP Equipment.
56. Acceptable Use Policy for the LTE Airtime Service.Subscriber agrees to comply with the following Acceptance Use Policy for the LTE Airtime Service. The LTE Airtime Service may be used for Web browsing, messaging, and similar activities on approved Terminal Equipment and not on any other equipment. Unless explicitly permitted by KVH, other uses, including for example, tethering a device to a personal computer or other hardware, are not permitted. Examples of prohibited uses include but are not limited to: (a) server devices or host computer applications, including continuous Web camera posts or broadcasts, or peer-to-peer fi le-sharing applications that are broadcast to multiple servers or recipients, “bots” or similar routines that disrupt net user groups or email use by others or other applications that denigrate network capacity or functionality; (b) any activity that adversely affects the ability of other users or systems to use either the LTE Airtime Service or the network-based resources of others, including the generation or dissemination of viruses, malware or “denial of service” attacks; (c) any activity that KVH or its Service Providers, in their sole discretion deem may harm the LTE Airtime Service in any way; or (d) accessing, or attempting to access without authority, the information, accounts or devices of others, confi dential Information or Subscriber Information or any activity relating to or causing a security breach, or to penetrate, or to attempt to penetrate, the networks or systems of KVH, its Service Providers, or of other parties.
ADDITIONAL TERMS FOR INMARSAT AIRTIME SERVICES PROVIDED BY KVHThe following terms and conditions apply solely to Inmarsat Airtime services provided by KVH (“Inmarsat Airtime”).
57. Equipment.In order to receive Inmarsat Airtime services, Subscriber must purchase from KVH an Inmarsat terminal that has been type-approved and initialized by KVH. For Subscribers that receive Inmarsat Airtime services, the Inmarsat terminal shall qualify as Terminal Equipment for purposes of this Agreement.
58. Usage Limitation.When a subscription for Inmarsat Airtime services is activated, KVH may, but shall not be obligated to, impose on each Subscriber of the Inmarsat Airtime service an initial limit on the aggregate voice, data and facsimile consumption for each vessel. If imposed, this usage limit shall be set forth on the pricing plan in effect at the time of Subscriber’s activation. Subscribers that wish to exceed the limit must execute an Airtime Usage Authorization Form acknowledging that they understand and fully assume the risks and liabilities of such an election. KVH will accept an Airtime Usage Authorization Form only if it has been executed by the Subscriber or its Authorized Representative and returned to KVH.
59. Third Party Interference.Subscriber acknowledges that, for use of Inmarsat terminals in the United States and U.S. waters, third-party terrestrial service providers using L-Band spectrum may on occasion have the potential to cause interference with Inmarsat terminals in the future where such terminals are in close proximity to terrestrial L-Band base stations. Neither KVH nor its Service Providers shall be liable or responsible for any impact that such interference may have on any terminal or related service.
60. SIM and Access Numbers.Except where law provides otherwise, either KVH or the Service Provider owns the SIM and access number assigned to the Inmarsat Terminal. To the extent permitted by law, KVH and/or the Service Provider reserve the right to change the access number without liability. Subscriber’s privileges to use the access number may be withdrawn upon the termination of Service. Any Personal Data collected will be processed and handled in accordance with KVH’s privacy practices detailed in Section 19.
61. Core Module Monitoring.Subscriber acknowledges that KVH’s Service Provider may automatically access and record core module information, SIM Card and Inmarsat terminal settings (as applicable) for the purpose of Inmarsat terminal and SIM Card identifi cation and billing. The core module and SIM Card contains a security certifi cate used for authenticating an Inmarsat terminal on the Inmarsat network; collects usage statistics; and contains confi guration parameters that make up that Inmarsat terminal confi guration. Subscriber further consents to KVH’s Service Provider monitoring network connection and network performance, and to KVH’s Service Provider accessing and adjusting Inmarsat terminal settings, as they relate to the Services. KVH’s Service Provider does not share information collected for the purpose of network performance monitoring or for providing customized technical support outside of the Service Provider or its affi liates.
62. Confi dentiality.KVH’s Service Provider treats the communications of Subscribers as confi dential in relation to the communications of other Subscribers that are being transported through the virtual private network segments of Inmarsat’s network. Subscriber agrees to be responsible for maintaining the security of their Inmarsat terminals and Subscriber data, including without limitation, encryption of Subscriber data and protection of their user ID, password and personal data. Subscriber shall, promptly contact the KVH customer service desk if they believe their login credentials have been lost or stolen, that someone has gained access to their account or login credentials without permission, or their terminal device has been compromised in any way.
63. Information Assurance.Subscriber is responsible for all information assurance certifi cation, accreditation, and evaluation activities relating to the Services.
ADDITIONAL TERMS FOR IRIDIUM AIRTIME SERVICES PROVIDED BY KVHThe following terms and conditions apply solely to Iridium Airtime services provided by KVH (“Iridium Airtime Service”).
64. Deactivation of Service. Except where Subscriber has requested deactivation of its Iridium Airtime Service, Subscriber will receive at least thirty (30) days written notice prior to the deactivation for any reason of the Iridium Airtime Service.
ADDITIONAL TERMS FOR KVH LINK SERVICEThe following terms and conditions apply solely to the KVH Link service (“KVH Link Service”).
65. Exhibition Prohibition.The KVH Link Service is made available solely for non-theatrical viewing on approved devices. Subscriber specifi cally agrees not to distribute the KVH Link Service to an area or location where an admission fee is charged.
66. Subscription User Limits.Subscriber acknowledges and agrees that each vessel subscription for the KVH Link Service authorizes, during any one month, a maximum number of individuals onboard that vessel, as set-forth on each Service Order. If an individual holds an account or PIN number issued by KVH for viewing Content on a distinct personal device and leaves the vessel, that account or PIN number cannot be reassigned to another individual during that month. Multiple KVH Link subscriptions must be secured for a vessel if it exceeds the number of individuals authorized on the Service Order. In order to ensure Subscriber’s compliance with this Section 66 (Subscription User Limits), Subscriber acknowledges and agrees that KVH shall have the right to (i) conduct periodic audits and examinations of Subscriber’s records concerning the number of individuals onboard a vessel during any one month, and (ii) monitor Subscriber’s account activity to verify the number of distinct personal devices used to access Content during any one month. Subscriber further agrees to maintain adequate and accurate records for a period of at least two years regarding the number of individuals onboard each vessel during each month and make those records available to KVH for audit and examination upon request by KVH.
ADDITIONAL TERMS FOR AGILEPLANS SERVICEThe following terms and conditions apply solely to KVH’s AgilePlans Service.
67. Installation, Activation and Support. Subscriber agrees that the Terminal Equipment will be installed and activated by KVH and its Service Providers on Subscriber’s vessel as soon as the Terminal Equipment is available at a mutually acceptable installation port. Subscriber further acknowledges that such installation may be subject to certain installation costs as set forth on the AgilePlans by KVH Service Order. All installations shall be pursuant to KVH’s current Professional Standard Terms and Conditions and AgilePlans Standard Installation Terms and Conditions, each as published and made available by KVH to Subscriber at www.kvh.com/agileresources. Subscriber specifi cally agrees to be the importer and exporter of record for all Terminal Equipment, and shall pay all license fees, assessments and other government charges, including with respect to AgilePlans Ports, tariffs and duties and with respect to non-AgilePlans Ports, freight costs, tariffs and duties, each relating to the import or export of the Terminal Equipment and any other similar taxes and fees now or hereafter imposed, levied, or assessed by any country, state, federal or local government or agency upon any of the Terminal Equipment or upon the use, possession, or operation of the Terminal Equipment. KVH will provide support and required maintenance for Subscriber’s use of the Terminal Equipment and the AgilePlans Service pursuant to KVH’s OneCare Global Technical Assistance service, except that such support will not include warranty administration given that the title to the Terminal Equipment will remain with KVH.
68. Title to Terminal Equipment.KVH is the sole owner of the Terminal Equipment and retains all right, title and interest in the Terminal Equipment at all times. The Terminal Equipment shall not be deemed an appurtenance of a vessel. Subscriber shall affi x to the Terminal Equipment any labels supplied by KVH evidencing KVH’s ownership. Such labels shall not be removed or modifi ed. To protect KVH’s rights in the Terminal Equipment in the event this Agreement is determined to be a Security Agreement, Subscriber hereby grants to KVH a security interest in the Terminal Equipment. Subscriber shall not suffer any execution to be levied on the Terminal Equipment and shall, at its expense, protect and defend KVH’s title against all persons claiming against or through Subscriber, at all times keeping the Terminal Equipment free from any legal process, lien or encumbrance and shall give KVH immediate written notice of any claim as to the foregoing or any attempt to take possession of or levy any judgment or order against a vessel on which the Terminal Equipment is installed and shall indemnify KVH from any loss caused thereby. The Terminal Equipment is, and shall at all times be and remain, separate and distinct personal property notwithstanding that the Terminal Equipment or any part thereof may now be or hereafter become, in any matter, affi xed or attached to a vessel.
69. Risk of Loss.Subscriber shall bear all risks of loss or damage to Terminal Equipment from any cause from date of installation on the vessel until the Terminal Equipment is received by KVH following its de-installation pursuant to Section 71 (Termination and Terminal Equipment Return) below. The occurrence of any such loss or damage shall not relieve Subscriber of any obligation hereunder. Subscriber shall immediately notify KVH of any damage to or destruction of the Terminal Equipment. In the event of loss or damage, Subscriber, at KVH’s sole option, shall (a) pay KVH to repair the damaged Terminal Equipment, (b) or replace lost or unrepairable damaged Terminal Equipment with a purchase of equal or greater value Terminal Equipment from KVH.
70. Insurance.Subscriber shall keep the Terminal Equipment insured against all risks of loss or damage from every cause whatsoever during the Term for the Terminal Equipment for not less than the full replacement value thereof.
71. Termination and Terminal Equipment Return.Within thirty (30) working days of termination of this Agreement or the AgilePlans Service subscription by either party, Subscriber shall de-install the Terminal Equipment, prepare it for shipping in a secure manner, and ship the Terminal Equipment to KVH at the address indicated on the AgilePlans Service Order and in accordance with the AgilePlans Decommissioning Checklist
and AgilePlans Reshipping Instructions, each as published and made available to Subscriber at www.kvh.com/agileresources. The Terminal Equipment must be received by KVH undamaged and in full working condition subject only to reasonable wear. The effective date of termination shall be the date when the Terminal Equipment is received by KVH and Subscriber shall remain responsible for the payment of all subscription fees and charges incurred for the AgilePlans Service accrued through the effective date of termination until received by KVH.
72. Termination Remedy.In the event of a Termination for Non-Payment, or a Termination for Breach, KVH may, to the extent permitted by applicable law, exercise any one or more of the following remedies, including (but not limited to): (i) immediately terminate this Agreement and any or all AgilePlans by KVH Service Orders; (ii) require Subscriber to pay the entire unpaid balance of subscription payments for prior months; and/or (iii) require Subscriber to immediately return all Terminal Equipment pursuant to Section 71 (Termination and Terminal Equipment Return) above and/or to seize and recover possession of all items of Terminal Equipment, without demand or notice, wherever same may be located, without any court order or hearing. In the event of the making of a levy, order of seizure or possession or arrest against the Terminal Equipment or a vessel on which the Terminal Equipment is used, or upon the attempt thereof, KVH shall also be entitled to intervene on any such proceeding to protect its rights to the Terminal Equipment. Subscriber hereby waives any and all damages occasioned by such retaking.
ADDITIONAL TERMS FOR KVH VESSEL TRACKING SERVICEThe following terms and conditions apply solely to KVH’s Vessel Tracking Service.
73. Location Positioning.The myKVH Site may provide estimated location and position data for vessels using one or more KVH Services to track the vessel, which is based on the operational beams of satellites serving the vessels and/or GPS sensors built into KVH antennas. Subscriber hereby consents, and shall obtain the consent of its Third Party Users, to the tracking by KVH of its vessel location and position and providing such location and position data to others. The location and position data provided is an estimate, based on the last reported network status of the terminal equipment used with the Services. Estimated location or position data is not designed to replace or be used as a purpose-built GPS tracking system and must not be used for navigation, asset tracking, scheduling of shipments, or other purposes involving safety-of-life or securing and managing of property.
ADDITIONAL TERMS FOR ONECARE TECHNICAL ASSISTANCE SERVICESThe following terms and conditions apply solely to KVH’s OneCare Technical Assistance Services.
74. Operational Support.OneCare Technical Assistance Services include operational support (“Operational Support”) via the KVH Technical Assistance Center, which is available by telephone, online, or by email on a 24/7/365 basis. Operational Support includes terminal troubleshooting, service fault management, fi eld service, over-the-air software maintenance and updates, Covered Terminal Equipment warranty administration, and warranty administration for products sold to Subscriber by KVH but manufactured by third parties. Operational Support also includes service event schedules and coordination, an annual service review, and service record administration.
75. Uninterrupted SupportSubscribers of OneCare Technical Assistance Services will continue to receive Technical Assistance Services and be billed for the service on an uninterrupted basis during any suspension or seasonal interruption of an Airtime Service.
76. LimitationsOneCare Technical Assistance Services do not provide support for any Subscriber Equipment. KVH is not responsible for hardware, software or service faults caused by use or misuse of, or unauthorized modifi cations made to, the Covered Terminal Equipment in violation of the applicable purchase, lease or rental agreement. KVH efforts to correct such faults or conditions may be subject to additional charges regardless of whether KVH is ultimately able to correct the faults, which is not assured. The following are expressly excluded from the services provided under OneCare Technical Assistance Services: (a) any combination of Covered Terminal Equipment and software and other products or software not covered by these conditions; (b) a release or version of KVH software for which maintenance services have been discontinued by KVH; (c) a release or version of a Covered Terminal Equipment that has been withdrawn by KVH from the market or is otherwise not generally available; (d) defects caused by Subscriber’s negligence or fault; (e) defects resulting from hardware malfunction or malfunction of software not provided by KVH; (f) defects that do not signifi cantly impair or affect the operation of the KVH software or Covered Terminal Equipment; (g) software used on an unsupported computer or operating system; and (h) charges associated with Subscriber accessing the Internet.KVH reserves the right, upon prior notice, to charge for support services that are not the result of defects in the Covered Terminal Equipment. KVH and its authorized dealers and distributors may offer under separate agreements additional maintenance-related services, as well as training and consulting services, which services shall be governed by KVH’s Professional Services Terms and Conditions.
77. AvailabilityKVH shall devote such resources that it deems necessary, in its reasonable discretion, to provide OneCare Technical Assistance Services, including the number and identity of KVH employees, Service Providers, contractors, or agents for the purposes of providing the OneCare Technical Assistance Services. Although the KVH Technical Assistance Center is in operation 24/7/365, Subscriber’s telephonic, online and e-mail access to the KVH Technical Assistance Center is provided fully or in part by third-party telecommunications networks, the availability of which is not under the control of KVH. Subscriber’s ability to contact the KVH Technical Assistance Center may therefore vary by time and geographic location.
78. Remote Port Repair CoverageThe OneCare Remote Port Repair service is available only to subscribers of KVH’s OneCare Global Technical Assistance and for Covered Terminal Equipment in-warranty. OneCare Remote Port Repair services are subject to and limited by KVH-established allowance per service event for technical travel and lodging, work time, wait time, two-way economy air freight, import duties, rigging, tender or crane as required as set forth on the applicable OneCare Global Technical Assistance pricing plan. OneCare Remote Port Repair shall only be available (i) in ports designated by KVH, the locations of which are subject to change at KVH’s sole discretion and (ii) in locations or conditions that KVH deems safe and that KVH has lawful authority to provide such services. OneCare Remote Port Repair services shall be subject to and governed by the terms of the KVH’s Professional Services Terms and Conditions.
ADDITIONAL TERMS FOR COMMBOX SOFTWARE MAINTENANCE AND SUPPORTThe following terms and conditions apply solely to CommBox Support.
79. Maintained Software.CommBox Support covers only the embedded or associated CommBox Software provided as a part of the CommBox, including any Add-on Software Modules purchased with the CommBox. (“Maintained Software”).
80. Subscription Requirement.An individual subscription is required for each CommBox to be covered under CommBox Support. A subscription to CommBox Support is automatically included for all subscriptions to Maintained Software and in such cases, all references herein to CommBox Support shall also be deemed to refer to Maintained Software.
81. Subscription Interruption.An interruption in the CommBox Support subscription will terminate CommBox software maintenance and terminate Subscriber’s access to Maintained Software
82. Support Exclusions.The following are excluded from the support provided under CommBox Support: (a) altered or modifi ed Maintained Software unless altered or modifi ed pursuant to this Agreement; (b) any combination of Maintained Software and other software not covered by this Agreement; (c) a release or version of Maintained Software for which maintenance services have been discontinued by KVH; (d) a product release or version that has been withdrawn by KVH from the market or is otherwise not generally available; (e) defects caused by Subscriber’s negligence or fault; (f) defects resulting from hardware malfunction or malfunction of software not covered by this Agreement; (g) defects that do not signifi cantly impair or affect the operation of the Maintained Software; (h) Maintained Software used on an unsupported computer or operating system; (i) other software products sold separately by KVH; (j) options, extensions, releases, versions, updates or upgrades to the Maintained Software sold separately by KVH, unless generally made available to CommBox customers for the applicable Maintained Software at no additional charge; and (k) changes associated with Subscriber accessing the Internet. KVH reserves the right, upon prior notice, to charge for services that are not the result of defects in the Maintained Software.
